A320 Purchase Agreement [Amendment No. 10] - AVSA SARL and JetBlue Airways Corp.
2 ROND POINT MAURICE BELLONTE
[GRAPHIC APPEARS HERE]---------------------------31700 BLAGNAC FRANCE
AVSA
TELEPHONE : +33/(0)5 61 30 40 12
TELECOPY : +33/(0)5 61 30 40 11
Amendment No. 10
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 10 (hereinafter referred to as the "Amendment") is entered
into as of November 6, 2001, between AVSA, S.A.R.L., a societe a responsabilite
Iimitee organized and existing under the laws of the Republic of France, having
its registered office located at 2, RondPoint Maurice Bellonte, 31700 Blagnac,
France (hereinafter referred to as the "Seller"), and JetBlue Airways
Corporation, a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate offices
located 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 USA
(hereinafter referred to as the "Buyer").
WITNESSETH
WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated
as of April 20, 1999, relating to the sale by the Seller and the purchase by the
Buyer of certain Airbus Industrie A320-200 aircraft (the "Aircraft"), including
twenty-five option aircraft (the "Option Aircraft"), which, together with all
Exhibits, Appendixes and Letter Agreements attached thereto and as amended by
Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of
March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4,
dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000,
Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of
January 29 2001, Amendment No. 8 dated as of May 3, 2001 and Amendment No. 9
dated as of July 18, 2001, is hereinafter called the "Purchase Agreement."
WHEREAS, the Seller and the Buyer have agreed to amend certain provisions of
the Purchase Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1
<Page>
1. DEFINITIONS
Capitalized terms used herein and not otherwise defined herein will have
the meanings assigned to them in the Purchase Agreement. The terms "herein,"
"hereof' and "hereunder" and words of similar import refer to this Amendment
2. PREDELIVERY PAYMENT [****]
2.1 [****]
2.2 [****]
2.3 [****]
2.4 [****]
----------
[****] Represents material which has been redacted and filed
separately with the Commission pursuant to a request for confidential
treatment pursuant to Rule 406 under the Securities Act of 1933, as amended.
2
<Page>
2.5 [****]
2.6 [****]
2.7 [****]
3. CONDITIONS OF PREDELIVERY PAYMENT [****]
The right granted to the Buyer in Clause 2 hereof is subject to the
satisfaction by the Buyer of each of the following conditions precedent on or
prior to the date of such [****] as contemplated hereby:
3.1 REPRESENTATIONS AND WARRANTIES.
The Buyer represents as set forth in this Clause 3.1 on the date hereof
and also as of each [****] of Predelivery Payments, as though such
representation and warranties had been made on and as of each such date.
3.1.1 CORPORATE POWER AND AUTHORIZATION.
The execution, delivery and performance by the Buyer of this
Amendment and the Purchase Agreement as amended hereby, (a) have
been duly authorized by all requisite corporate action on the part
of the Buyer; and (b) will not violate (i) any provision of law, any
order of any court or other agency of government or the Certificate
of Incorporation, as amended, or bylaws of the Buyer or (ii) any
material indenture, agreement or other instrument to which the Buyer
is a party, or by which it or any of its property is bound, or be in
conflict with, result in a breach of, or constitute a default under,
any such material indenture, agreement or other instrument, or
result in the creation or imposition of any lien, charge or
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
3
<Page>
encumbrance of any nature whatsoever, except for the "Collateral"
(as defined in the Security Agreement dated as of April 20, 1999
between Seller and Buyer (formerly known as New Air Corporation)
(the "Security Agreement")), or upon any of the Aircraft to be
delivered under the Security Agreement. No consent of any other
party and no consent, license, approval or authorization of, or
registration or declaration with any governmental body, authority,
bureau or agency is required, or if required has been obtained, in
connection with the execution, delivery and performance by the Buyer
of this Amendment, the Purchase Agreement as amended hereby, and the
Security Agreement.
3.1.2 ASSIGNMENT OF RIGHTS,
(a) The Buyer owns the Collateral and has not granted any lien or
security interest to any third party in the Collateral
(b) The Buyer's jurisdiction of incorporation is Delaware, and the
location of the Buyer's chief executive office is Kew Gardens,
New York.
3.1.3 LITIGATION.
Except as disclosed in publicly filed documents of the Buyer, there
is no action, suit, investigation or proceeding (whether or not
purportedly on behalf of the Buyer or any of its Affiliates) pending
or to the knowledge of any senior officer of the Buyer threatened
against or affecting the Buyer or any of its Affiliates in law or in
equity or before any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which may be reasonably expected to result in
any material adverse change in the business, operations, properties
or assets or in the condition, financial or otherwise, of the Buyer.
The Buyer is not in default with respect to any material mortgage,
bond, indenture, loan agreement, lease, guarantee or other financial
instrument. The Buyer is not in default with respect to any
judgment, writ, injunction, decree, rule or regulation of any court
or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, the penalty for violation of which would have a material
adverse effect on the Buyer's business, operations, properties or
assets, or on the condition, financial or otherwise, of the Buyer.
3.1.4 CITIZENSHIP.
The Buyer is a citizen of the United States as defined in 49
U.S.C. Section 1301(16).
3.1.5 SECURITY AGREEMENT.
The Security Agreement is in full force and effect and is hereby
confirmed and the Secured Obligations (as such expression is defined
thereunder) will include the obligations of Seller with respect to
the Deferred PDPs and Deferred PDP Fees.
4
<Page>
3.2 CONDITIONS PRECEDENT.
3.2.1 REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Buyer set forth in Clause
3.1 shall be true and correct on and as of such date.
3.2.2 NO DEFAULT.
There shall be no default or event or circumstance which, with
notice or lapse of time or both, would become a Termination Event
under the Purchase Agreement or an Event of Default under the
Security Agreement.
3.2.3 AMENDMENT TO A320 PROMISSORY NOTE AGREEMENT.
The Buyer will have executed an amendment to the A320 Promissory
Note Agreement dated as of April 20, 1999.
4. CREDIT MEMORANDA
The Seller and the Buyer hereby agree to modify the allocation of the
Additional Purchase Incentives described in Paragraph 5 of Amendment No. 8 to
the Purchase Agreement by not applying them to the Aircraft ranked 18, 26 and 30
but, instead, to apply them to the following Aircraft (as identified in
Amendment No. 9 to the Purchase Agreement):
<Table>
<Caption>
CAC Id No. Rank No. Delivery Date
---------- -------- -------------
<S> <C> <C>
41 208 11 [****] 2001
41 209 12 [****] 2001
41 228 13 [****] 2001
</Table>
5. REALLOCATION OF PREDELIVERY PAYMENTS
Notwithstanding any other provisions of this Amendment 10 or any other
agreements between the Buyer and the Seller, the Seller reserves the right to
reallocate, at any time, any and all cash Redelivery Payments received from
the Buyer, so as to have, with respect to each Aircraft to be delivered
during the following [****] months, a minimum cash predelivery payment amount
equivalent to [****] ([****]%) of the Predelivery Payment Reference Price
(the "[****] Percent Rule"). Should any Aircraft not comply with the [****]
Percent Rule, the Seller will inform the Buyer of the situation in writing
and request that the Buyer make a cash payment to bring the delinquent
Aircraft in line with the [****] Percent Rule. Should the Buyer fail to make
such payment within five (5) Working Days, the Seller may elect, at its sole
discretion, to reschedule the Delivery Date of such Aircraft. Seller will
promptly notify Buyer of any reallocation of Predelivery Payments.
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
5
<Page>
6. AMENDMENT TO LETTER AGREEMENT NO. [****]
[****]
7. EFFECT OF THE AMENDMENT
The Purchase Agreement (including, for the avoidance of doubt, Letter
Agreement No. 5) will be deemed amended to the extent herein provided, and,
except as specifically amended hereby, will continue in full force and effect in
accordance with its original terms. This Amendment supersedes any previous
understandings, commitments, or representations whatsoever, whether oral or
written, related to the subject matter of this Amendment.
8. CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in
Clause 22.5 of the Purchase Agreement.
9. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
10. ASSIGNMENT
Notwithstanding any other provision of this Amendment or of the Purchase
Agreement, this Amendment and the rights and obligations of the Buyer hereunder
shall not be assigned or transferred in any manner independently of the Purchase
Agreement without the prior written consent of the Seller, and any attempted
assignment or transfer in contravention of the provisions of this Clause 9 shall
be void and of no force or effect.
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
6
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their respective officers or agents on the dates written below.
AVSA, S.A.R.L.
By: /s/ Michele LaScaux
-----------------------
Michele LASCAUX
Its: Director Contracts
----------------------
Date: November 6, 2001
---------------------
JETBLUE AIRWAYS CORPORATION
By: /s/ T.E. Anderson
----------------------
Its: Vice President
---------------------
Date: November 6, 2001
--------------------
7
<Page>
<Table>
<Caption>
EXHIBIT A
CAC Id No. Rank No. Contractual Due Date Rescheduled Due Date
---------- -------- -------------------- --------------------
<S> <C> <C> <C>
41 216 23 [****] 2001 [****] 2001
41 217 24 [****] 2001 [****] 2001
41 223 32 [****] 2001 [****] 2002
104 402 33 [****] 2001 [****] 2002
104 403 34 [****] 2001 [****] 2002
</Table>
[****]
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
8